Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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3. Each Party's acknowledgement in writing that the Preliminary Report is "ACCEPTED AND APPROVED", which constitutes, among other matters, each Party's acceptance of the Permitted Exceptions in the Preliminary Report as specified in Section 3.1 of the Agreement. 4. From HCP, MetLife, or SCOA an accreditation by the Federal Emergency Management Agency ("FEMA") of the "New Levee" resulting from the Levee Improvements, as specified in Section 2.1 of the Agreement ("FEMA Accreditation"). 5. Notice in writing from each Party that the applicable conditions of the Agreement have been satisfied or waived as specified in Section 2.1 of the Agreement (individually "Closing Notice" and collectively "Closing Notices"). 6. From City: a) City's Certificates of Acceptance of the HCP Deed and the MetLife Deed, substantially in the form attached as Attachment 4 to the Agreement (individually "Certificate of Acceptance"), duly and properly executed by the City Manager on behalf of City, and properly acknowledged. b) The City's Closing Certificate dated as of the "Closing Date" as that term is defined in Section 2.1 of the Agreement, substantially in the form attached as Attacliment 5 to the Agreement ("Closing Certificate"), duly and properly executed by an authorized representative of City. c) Four duplicate originals of the General Assignment by and among City, HCP and MetLife, substantially in the form attached as Attachment 7 to the Agreement ("Assignment"), each duly and properly executed in counterpart by the City Manager on behalf of City, as Assignee, approved as to form by the City Attorney and attested by the City Clerk. d) The Initial Acquisition Price Payment pursuant to Section 1.3 of the Agreement, in an amount to be determined in accordance with Section 4(1) of the Master Agreement. e) The City's approval of the Legal Description, duly and properly "ACCEPTED AND APPROVED" by the City Manager or his or her designee on behalf of City. f) Additional Escrow documents that First American Title Company may reasonably require from City to satisfy its conditions for closing the Escrow. 7. From HCP: a) HCP's Grant Deed substantially in the form attached as Attachment 3-1 to the Agreement ("HCP Deed"), duly and properly executed by an authorized representative of HCP and properly acknowledged, transferring to City the Levee Assets as described in the legal description that will be prepared and attached to the HCP Deed following completion of the Levee Assets ("Legal Description"). b) HCP's Closing Certificate dated as of the Closing Date, duly and properly executed by an authorized representative of HCP. c) HCP's Certificate of Non -Foreign Status, substantially in the form attached as Attachment 6 to the Agreement ("Certificate of Nan -Foreign Status"), duly and properly executed by an authorized representative of HCP. OAK #4819-4834-1908 v20 Attachment 2 to Exhibit C